SHLS / Shoals Technologies Group, Inc. - SEC Filings, Annual Report, Proxy Statement

Shoals Technologies Group, Inc.
US ˙ NasdaqGM ˙ US82489W1071

Basic Stats
CIK 1831651
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Shoals Technologies Group, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
August 5, 2025 EX-10.19

Offer Letter, dated May 13, 2025, by and between Bobbie King and Shoals Technologies Group, Inc.

Exhibit 10.19 May 13, 2025 Dear Bobbie, Shoals Technologies Group, Inc., a Delaware corporation (the “Company”) is pleased to offer you the position of Chief Legal Officer and Corporate Secretary of the Company, reporting to the Chief Executive Officer (the “CEO”), on the terms and subject to the conditions set forth in this letter agreement. 1. Duties and Responsibilities. Your duties and respons

August 5, 2025 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2025 –Quarterly Revenue of $110.8 million, an increase of 11.7% year over year – –Gross Margin of 37.2% – –Operating Profit of $16.0 million – –Adjusted EBITDA1 of $24.5 mil

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2025 –Quarterly Revenue of $110.8 million, an increase of 11.7% year over year – –Gross Margin of 37.2% – –Operating Profit of $16.0 million – –Adjusted EBITDA1 of $24.5 million – –Backlog and Awarded Orders at Record Level of $671.3 million – –Provides Third Quarter and Increases Full Year 2025 Revenue Outlo

August 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2025 Shoals Technologies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o

August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G

May 30, 2025 SD

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Shoals Technologies Group, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Shoals Technologies Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 1400 Shoals Way, Portland, TN 37148 (Address of principal ex

May 30, 2025 EX-1.01

Conflict Minerals Report for the year ended December 31,

Exhibit 1.01 Shoals Technologies Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2024 The information in this Specialized Disclosure Report on Form SD (this “Report”) includes the activities of Shoals Technologies Group, Inc. (“we,” “us,” “our,” “Shoals,” or the “Company”) and its subsidiaries. Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD, are

May 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 1, 2025 Shoals Technologies Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 1, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o

May 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies

May 6, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o

May 6, 2025 EX-10.1

Form of RSU Grant Notice and Award Agreement 2025

Exhibit 10.1 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partici

May 6, 2025 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2025 –Quarterly Revenue of $80.4 million – –Gross Margin of 35.0% – –Net Loss of $(0.3) million – –Adjusted EBITDA1 of $12.8 million – –Backlog and Awarded Orders Increased 5

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2025 –Quarterly Revenue of $80.4 million – –Gross Margin of 35.0% – –Net Loss of $(0.3) million – –Adjusted EBITDA1 of $12.8 million – –Backlog and Awarded Orders Increased 5% Year-Over-Year to $645.1 million – –Provides Second Quarter and Full Year 2025 Outlook – PORTLAND, TN. – May 6, 2025 (GLOBE NEWSWIRE) –

May 6, 2025 EX-10.2

Form of PSU Grant Notice and Award Agreement 2025

Exhibit 10.2 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partic

March 20, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for use of the Commission Only (

March 20, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐         Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule

March 12, 2025 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 11, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o

March 12, 2025 EX-16.1

Letter from BDO USA, LLP to the Securities and Exchange Commission, dated March 11, 2025

Exhibit 16.1 March 11, 2025 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on March 11, 2025, to be filed by our former client, Shoals Technologies Group, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly y

February 25, 2025 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2024 –Quarterly Revenue of $107.0 million – –Adjusted Gross Profit Percentage1of 37.6% – –Quarterly Net Income of $7.8 million – –Adjusted EBITDA1 of $26.4 million – –Ending

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2024 –Quarterly Revenue of $107.0 million – –Adjusted Gross Profit Percentage1of 37.6% – –Quarterly Net Income of $7.8 million – –Adjusted EBITDA1 of $26.4 million – –Ending Backlog and Awarded Orders of $634.7 million – –Provides First Quarter and Full Year 2025 Outlook – PORTLAND, TN. – February 25, 2025 (G

February 25, 2025 EX-19.1

Shoals Technologies Group, Inc. Insider Trading Policy

Exhibit 19.1 INSIDER TRADING POLICY SHOALS TECHNOLOGIES GROUP, INC. PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Shoals Technologies Group, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (the “Board

February 25, 2025 EX-4.1

Description of Registered Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Shoals Technologies Group, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Class A common stock, $0.00001 par value per share. In this Exhibit 4.1, when we refer to “

February 25, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2025 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat

February 25, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals

February 25, 2025 EX-3.3

Second Amended and Restated Bylaws of Shoals Technologies Group, Inc., dated February 20, 2025

Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF SHOALS TECHNOLOGIES GROUP, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Shoals Technologies Group, Inc. (the “Company”) in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Company’s registered agent at such address is C

February 25, 2025 EX-10.18

Offer Letter, dated March 1, 2024, by and between Inez Lund and Shoals Technologies Group, Inc.

Exhibit 10.18 March 1, 2024 Dear Inez, Shoals Technologies Group, Inc (the “Company”) is pleased to offer you the position of Chief Accounting Officer (“CAO”) of the Company, reporting to the Chief Financial Officer (the “CFO”), on the terms and subject to the conditions set forth in this letter agreement. 1.Duties and Responsibilities. Your duties and responsibilities as CAO of the Company will i

February 25, 2025 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Company Name Jurisdiction of Organization Shoals Intermediate Parent, Inc. Delaware Shoals Technologies Group, LLC Tennessee Shoals International, LLC Delaware Shoals Energy Spain, S.L. Spain Shoals Energy Australia Pty Ltd Australia

November 12, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technolog

November 12, 2024 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2024 –Secures Favorable Initial Ruling in ITC Case Against Voltage, LLC – –Quarterly Revenue of $102.2 million – –Gross Profit Percentage of 24.8% and Adjusted Gross Profit P

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2024 –Secures Favorable Initial Ruling in ITC Case Against Voltage, LLC – –Quarterly Revenue of $102.2 million – –Gross Profit Percentage of 24.8% and Adjusted Gross Profit Percentage of 37.9% – –Net Loss of $0.3 million – –Adjusted EBITDA of $24.5 million – –Raises Midpoint of Full-Year Revenue Outlook – PORT

October 21, 2024 SC 13G

SHLS / Shoals Technologies Group, Inc. / Point72 Asset Management, L.P. - SHOALS TECHNOLOGIES GROUP, INC. Passive Investment

SC 13G 1 p24-3025sc13g.htm SHOALS TECHNOLOGIES GROUP, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) 82489W107 (CUSIP Number) October 18, 2024 (Date of Event Which Requires Filing

October 21, 2024 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-3025exhibit991.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing

September 25, 2024 SC 13G/A

SHLS / Shoals Technologies Group, Inc. / JOHO CAPITAL LLC Passive Investment

SC 13G/A 1 joho-shls083124a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) September 20, 2024 (Date of Event Which Requires Filing of this Statement)

September 3, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 3, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat

September 3, 2024 EX-99.1

Shoals Press Statements in Response to ITC Case Against Voltage Shoals Technologies Group Secures Favorable Initial Ruling in ITC Case Against Voltage, LLC Ruling Represents Big Win for U.S. Solar Manufacturing Industry and American Jobs

Exhibit 99.1 Shoals Press Statements in Response to ITC Case Against Voltage Shoals Technologies Group Secures Favorable Initial Ruling in ITC Case Against Voltage, LLC Ruling Represents Big Win for U.S. Solar Manufacturing Industry and American Jobs PORTLAND, Tenn. - September 3, 2024 - Shoals Technologies Group, Inc. (“Shoals”) (Nasdaq: SHLS), a global leader in electrical balance of system (“EB

August 19, 2024 CORRESP

Shoals Technologies Group, Inc. 1400 Shoals Way Portland, TN 37148 August 19, 2024

Shoals Technologies Group, Inc. 1400 Shoals Way Portland, TN 37148 August 19, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Heather Clark Claire Erlanger Re: Shoals Technologies Group, Inc. Form 10-K for the Year Ended December 31, 2023 Filed February 28, 2024 File No. 001-3

August 12, 2024 EX-99.1

Shoals Technologies Group Appoints Niharika Taskar Ramdev to Its Board of Directors

Exhibit 99.1 Shoals Technologies Group Appoints Niharika Taskar Ramdev to Its Board of Directors PORTLAND, Tenn., August 12, 2024 - Shoals Technologies Group, Inc. (Nasdaq: SHLS), a global leader in electrical balance of systems (EBOS) solutions for the energy transition market, today announced that its Board of Directors has appointed Niharika Taskar Ramdev to the Board, effective August 9, 2024.

August 12, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 7, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o

August 6, 2024 EX-3.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Shoals Technologies Group, Inc., dated January 28, 2021

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOALS TECHNOLOGIES GROUP, INC. (a Delaware corporation) * * * * Adopted in accordance with the provisions of §242 of the General Corporation Law of the State of Delaware * * * * Shoals Technologies Group, Inc., a corporation duly organized and existing under and by virtue of the General Corporation La

August 6, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o

August 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G

August 6, 2024 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2024 –Quarterly Revenue of $99.2 million – –Gross Margin of 40.3% – –Net Income of $11.8 million – –Adjusted EBITDA of $27.7 million – –Backlog and Awarded Orders Increased

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2024 –Quarterly Revenue of $99.2 million – –Gross Margin of 40.3% – –Net Income of $11.8 million – –Adjusted EBITDA of $27.7 million – –Backlog and Awarded Orders Increased 18% Year-Over-Year to $642.3 million – –Provides Third Quarter and Full Year 2024 Outlook – PORTLAND, TN. – August 6, 2024 (GLOBE NEWSWIR

August 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 28, 2024 Shoals Technologies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 28, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or

June 11, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 10, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or

June 11, 2024 EX-99.1

Shoals Technologies Group, Inc. Announces $150 Million Share Repurchase Program and Entry Into $25 Million Accelerated Share Repurchase Agreement

Exhibit 99.1 Shoals Technologies Group, Inc. Announces $150 Million Share Repurchase Program and Entry Into $25 Million Accelerated Share Repurchase Agreement PORTLAND, Tenn., June 11, 2024 (GLOBE NEWSWIRE) - Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system solutions for the energy transition market, today announced that

May 31, 2024 SD

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Shoals Technologies Group, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Shoals Technologies Group, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-39942 (State or other jurisdiction of incorporation) (Commission file number) 1400 Shoals Way, Portland, TN 37148 (Address of principal executive offices) (Zip code) Dominic Bardos Chief

May 31, 2024 EX-1.01

Conflict Minerals Report for the year ended December 31, 2023

Exhibit 1.01 Shoals Technologies Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2023 The information in this Specialized Disclosure Report on Form SD (this “Report”) includes the activities of Shoals Technologies Group, Inc. (“we,” “us,” “our,” “Shoals,” or the “Company”) and its subsidiaries. Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD, are

May 17, 2024 SC 13G

SHLS / Shoals Technologies Group, Inc. / JOHO CAPITAL LLC Passive Investment

SC 13G 1 joho-shls051624.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) May 16, 2024 (Date of Event Which Requires Filing of this Statement) Check the app

May 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 7, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o

May 7, 2024 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2024 –Quarterly Revenue of $90.8 million – –Gross Margin of 40.2% – –Net Income of $4.8 million – –Adjusted EBITDA of $20.5 million – –Backlog and Awarded Orders Increased 17

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2024 –Quarterly Revenue of $90.8 million – –Gross Margin of 40.2% – –Net Income of $4.8 million – –Adjusted EBITDA of $20.5 million – –Backlog and Awarded Orders Increased 17% Year-Over-Year to $615.2 million – –Provides Second Quarter and Full Year 2024 Outlook – PORTLAND, TN. – May 7, 2024 (GLOBE NEWSWIRE) –

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies

May 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2024 Shoals Technologies Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o

March 22, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 19, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o

March 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

March 22, 2024 EX-10.1

Amendment No. 6 to Credit Agreement, dated as of March 19, 2024, between Shoals Technologies Group, Inc., as Borrower, Wilmington Trust, National Association, as Collateral Agent, JPMorgan Chase Bank, N.A., as Administrative Agent and each L/C Issuer and lender from time to time party thereto.

Exhibit 10.1 Execution Version [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601 (b)(10) Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 6 AMENDMENT NO. 6, dated as of March 19, 2024 (this “Amendment”), to the Credit Agreement dated as of November 25, 2020, by an

March 22, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

March 12, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

February 28, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2024 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat

February 28, 2024 EX-10.12

Form of RSU Grant Notice and Award Agreement 2024

Exhibit 10.12 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partic

February 28, 2024 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Active subsidiaries as of December 31, 2023: Company Name Jurisdiction of Organization Shoals Intermediate Parent, Inc. Delaware Shoals Technologies Group, LLC Tennessee Shoals International, LLC Delaware Shoals Energy Spain, S.L. Spain

February 28, 2024 EX-10.13

Form of PSU Grant Notice and Award Agreement 2024

Exhibit 10.13 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Parti

February 28, 2024 EX-10.24

Offer Letter, dated December 12, 2022, by and between Jeffery Tolnar and Shoals Technologies Group, Inc.

Exhibit 10.24 December 12, 2022 Jeffery Tolnar 4407 Westlawn Dr. Nashville, TN 37209 Re : Formal Employment Offer Dear Jeff, On behalf of Shoals Technologies Group, I am pleased to present you with the following summary of the terms of your formal employment offer. Neither you nor the Company shall be bound by the terms set forth in this letter until this letter is fully executed. Your position wi

February 28, 2024 EX-97.1

Shoals Technologies Group, Inc. Clawback and Recoupment Policy

Exhibit 97.1 SHOALS TECHNOLOGIES GROUP, INC. CLAWBACK AND RECOUPMENT POLICY PURPOSE Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Comp

February 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals

February 28, 2024 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2023 –Quarterly Revenue of $130.4 million, up 38% Year-Over-Year – –Gross Margin of 42.5% – –Net Income of $16.6 million – –Adjusted EBITDA of $39.1 million – –Backlog and A

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2023 –Quarterly Revenue of $130.4 million, up 38% Year-Over-Year – –Gross Margin of 42.5% – –Net Income of $16.6 million – –Adjusted EBITDA of $39.1 million – –Backlog and Awarded Orders Increased 47% Year-Over-Year to $631.3 million – –Provides First Quarter and Full Year 2024 Outlook – PORTLAND, TN. – Febru

February 13, 2024 SC 13G/A

SHLS / Shoals Technologies Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01912-shoalstechnologiesgr.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Shoals Technologies Group, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 82489W107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the ap

February 9, 2024 SC 13G

SHLS / Shoals Technologies Group, Inc. / Clearbridge Investments, LLC Passive Investment

SC 13G 1 shoa23in.htm CUSIP NO. 82489W107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fil

February 8, 2024 SC 13G

SHLS / Shoals Technologies Group, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

January 23, 2024 SC 13G/A

SHLS / Shoals Technologies Group, Inc. / BlackRock Inc. Passive Investment

us82489w1071012324.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 6) Shoals Technologies Group, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 82489W107 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

November 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technolog

November 7, 2023 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2023 –Record Quarterly Revenue of $134.2 million, up 48% Year-Over-Year – –Gross Margin of 10.5% Significantly Impacted by $50.2 million Wire Insulation Shrinkback Expenses –

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2023 –Record Quarterly Revenue of $134.2 million, up 48% Year-Over-Year – –Gross Margin of 10.5% Significantly Impacted by $50.2 million Wire Insulation Shrinkback Expenses – –Net Loss of $(9.8) million – –Adjusted EBITDA of $48.0 million, up 81% Year-Over-Year – –Backlog and Awarded Orders Increased 34% Year-

November 7, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State

August 1, 2023 EX-99.2

Shoals Technologies Group, Inc. 2Q23 Earnings Conference Call Script August 1, 2023

Exhibit 99.2 Shoals Technologies Group, Inc. 2Q23 Earnings Conference Call Script August 1, 2023 Operator Good afternoon, and welcome to Shoals Technologies Group Second Quarter 2023 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, Chief Legal Officer for Sh

August 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G

August 1, 2023 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2023 –Record Quarterly Revenue of $119.2 million, up 62% Year-Over-Year – –System Solutions Revenue Grew 80% Year-Over-Year to $102.1 million, Representing 86% of Second Qua

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2023 –Record Quarterly Revenue of $119.2 million, up 62% Year-Over-Year – –System Solutions Revenue Grew 80% Year-Over-Year to $102.1 million, Representing 86% of Second Quarter Revenue – –Gross Margin Expanded 350 bps Year-Over-Year to 42.4% – –Signed Landmark 10 Gigawatt Master Supply Agreement with Blattne

August 1, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State o

June 14, 2023 EX-10.1

Offer Letter, dated as of June 11, 2023, by and between Brandon Moss and Shoals Technologies Group, Inc.

EX-10.1 Exhibit 10.1 1400 Shoals Way Portland TN. 37148 +1 615.451.1400 [email protected] www.shoals.com June 11, 2023 Dear Brandon, Shoals Technologies Group, Inc., a Delaware corporation (the “Company”) is pleased to offer you the position of Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”), on the terms and subject to the conditions set for

June 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 14, 2023 Shoals Technologies

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 14, 2023 Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation) (Commi

June 14, 2023 EX-99.1

SHOALS TECHNOLOGIES GROUP, INC. APPOINTS BRANDON MOSS AS CHIEF EXECUTIVE OFFICER – Mr. Moss Brings a Proven Track Record of Driving Growth and Value Creation to Shoals –

EX-99.1 Exhibit 99.1 SHOALS TECHNOLOGIES GROUP, INC. APPOINTS BRANDON MOSS AS CHIEF EXECUTIVE OFFICER – Mr. Moss Brings a Proven Track Record of Driving Growth and Value Creation to Shoals – PORTLAND, TN. – June 14, 2023 (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system (“EBOS”) solutions for solar, bat

May 8, 2023 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2023 –Revenue of $105.1 million, up 55% Compared to the Prior Year Period and a Quarterly Record – –System Solutions Revenue of $91.3 million, Nearly Double the Prior Year Pe

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2023 –Revenue of $105.1 million, up 55% Compared to the Prior Year Period and a Quarterly Record – –System Solutions Revenue of $91.3 million, Nearly Double the Prior Year Period and Representing 87% of First Quarter Revenue – –Gross Margin of 45.9%, Expanding 720 bps Over the Prior Year Period – –Backlog and

May 8, 2023 EX-99.2

Shoals Technologies Group, Inc. 1Q23 Earnings Conference Call Script May 8, 2023

Exhibit 99.2 Shoals Technologies Group, Inc. 1Q23 Earnings Conference Call Script May 8, 2023 Operator Good afternoon, and welcome to Shoals Technologies Group First Quarter 2023 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, Chief Legal Officer for Shoals

May 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies

May 8, 2023 EX-10.4

Form of PSU Grant Notice and Award Agreement

Exhibit 10.4 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partic

May 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2023 Shoals Technologies Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o

May 8, 2023 EX-10.3

Form of RSU Grant Notice and Award Agreement

Exhibit 10.3 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partici

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2023 Shoals Technologies Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o

May 4, 2023 EX-99.1

Shoals Technologies Group Files Patent Infringement Complaint with ITC Against Hikam and Voltage Shoals seeks to prohibit the alleged infringing products from importation into the United States

Shoals Technologies Group Files Patent Infringement Complaint with ITC Against Hikam and Voltage Shoals seeks to prohibit the alleged infringing products from importation into the United States PORTLAND, TN, May 4, 2023 – Shoals Technologies Group, Inc.

May 4, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o

March 22, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 22, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

March 10, 2023 EX-99.5

Lock-up Agreement dated as of March 7, 2023, entered into by and between Morgan Stanley & Co. LLC and Solon Holdco II, LLC**

EX-99.5 3 d474512dex995.htm EX-99.5 Exhibit 99.5 Shoals Technologies Group, Inc. Lock-Up Agreement March 7, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agre

March 10, 2023 EX-1.1

Underwriting Agreement, dated March 7, 2023, by and among Shoals Technologies Group, Inc., Shoals Parent LLC, the selling stockholders party thereto and Morgan Stanley & Co. LLC, as the underwriter.

Exhibit 1.1 Shoals Technologies Group, Inc. 24,501,650 Shares of Class A Common Stock Underwriting Agreement March 7, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The stockholders of Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditi

March 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 (March 7, 2023) SH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 (March 7, 2023) SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of inc

March 10, 2023 EX-99.6

Lock-up Agreement dated as of March 7, 2023, entered into by and between Morgan Stanley & Co. LLC and Dean Solon**

EX-99.6 Exhibit 99.6 Shoals Technologies Group, Inc. Lock-Up Agreement March 7, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), with Shoals Technol

March 10, 2023 SC 13D/A

SHLS / Shoals Technologies Group Inc - Class A / Solon Dean - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and

March 10, 2023 EX-99.4

Shoals Technologies Group, Inc. Lock-Up Agreement March 7, 2023

EX-99.4 Exhibit 99.4 Shoals Technologies Group, Inc. Lock-Up Agreement March 7, 2023 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), with Shoals Technol

March 9, 2023 EX-FILING FEES

Calculation of Filing Fee Tables Form S-3 (Form Type) SHOALS TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SHOALS TECHNOLOGIES GROUP, INC.

March 9, 2023 424B5

24,501,650 Shares Shoals Technologies Group, Inc. Class A Common Stock

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268610 PROSPECTUS SUPPLEMENT (To Prospectus dated November 30, 2022) 24,501,650 Shares Shoals Technologies Group, Inc. Class A Common Stock The selling stockholders identified herein are offering 24,501,650 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares by the selling stoc

March 7, 2023 FWP

Shoals Technologies Group, Inc. Announces Launch of Secondary Offering of 24,501,650 Shares of Class A Common Stock by Selling Stockholders

FWP Free Writing Prospectus dated March 7, 2023 Relating to Prospectus dated November 30, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

March 7, 2023 424B5

SUBJECT TO COMPLETION, DATED MARCH 7, 2023

424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268610 THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BECOME EFFECTIVE BY RULE OF THE SECURITIES AND EXCHANGE COMMISSION. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE NOT AN OFFER TO SELL

February 28, 2023 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2022 – Revenue Nearly Doubled Year-Over-Year to $94.7 million – – System Solutions Revenue Increased 150% Year-Over-Year – – Gross Margin Expanded More Than 950 bps Year-Ove

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2022 – Revenue Nearly Doubled Year-Over-Year to $94.7 million – – System Solutions Revenue Increased 150% Year-Over-Year – – Gross Margin Expanded More Than 950 bps Year-Over-Year – – Backlog and Awarded Orders Up 43% Year-Over-Year to $428.6 million – – Provides 2023 Outlook for Continued Strong Growth – POR

February 28, 2023 10-K

Annual Report

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals

February 28, 2023 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Active subsidiaries as of December 31, 2022: Company Name Jurisdiction of Organization Shoals Parent LLC Delaware Shoals Intermediate Holdings LLC Delaware Shoals Holdings LLC Delaware Shoals Technologies, LLC Alabama Shoals Technologies Group, LLC Tennessee Solon, LLC Tennessee Shoals Connect LLC Delaware Shoals International LLC Delaware Shoals Energy

February 28, 2023 EX-99.2

Shoals Technologies Group, Inc. 4Q22 Earnings Conference Call Script February 28, 2023

Exhibit 99.2 Shoals Technologies Group, Inc. 4Q22 Earnings Conference Call Script February 28, 2023 Operator Good afternoon, and welcome to Shoals Technologies Group Fourth Quarter 2022 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, Chief Legal Officer for

February 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2023 Shoals Technolog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2023 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (Stat

February 27, 2023 EX-10.2

Shoals Technologies Group, Inc. Executive Severance Plan

EX-10.2 Exhibit 10.2 Final SHOALS TECHNOLOGIES GROUP, INC. EXECUTIVE SEVERANCE PLAN 1. Purpose. Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), has adopted the Shoals Technologies Group, Inc. Executive Severance Plan (the “Plan”) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose empl

February 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 23, 2023 Shoals Technolog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 23, 2023 Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation) (C

February 27, 2023 EX-99.1

SHOALS TECHNOLOGIES GROUP, INC. APPOINTS JEFFERY TOLNAR AS INTERIM CHIEF EXECUTIVE OFFICER – Mr. Tolnar, President, to Serve in Interim Role Until New Chief Executive Officer is Appointed –

EX-99.1 Exhibit 99.1 SHOALS TECHNOLOGIES GROUP, INC. APPOINTS JEFFERY TOLNAR AS INTERIM CHIEF EXECUTIVE OFFICER – Mr. Tolnar, President, to Serve in Interim Role Until New Chief Executive Officer is Appointed – PORTLAND, TN. – February 27, 2023 (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system (“EBOS”)

February 27, 2023 EX-10.1

Separation Agreement, dated February 24, 2023, by and between Jason Whitaker and Shoals Technologies Group, Inc.

EX-10.1 Exhibit 10.1 EXECUTION VERSION SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of February 24, 2023, by and between Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), and Jason Whitaker (“Employee”, and together with the Company, the “Parties”). W I T N E S E T H WHEREAS, Employee and Shoals Technologies Group, LLC, a subs

February 13, 2023 SC 13G/A

SHLS / Shoals Technologies Group, Inc. Class A / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Shoals Technologies Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

February 10, 2023 SC 13G/A

SHLS / Shoals Technologies Group, Inc. Class A / Clearbridge Investments, LLC Passive Investment

shoa22a1.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 82489W107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 20

February 9, 2023 SC 13G/A

SHLS / Shoals Technologies Group, Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01885-shoalstechnologiesgr.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Shoals Technologies Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 82489W107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the app

February 8, 2023 SC 13G/A

SHLS / Shoals Technologies Group, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Shoals Technologies Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri

December 13, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2022 Shoals Technolog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2022 Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation) (C

December 13, 2022 EX-99.1

SHOALS TECHNOLOGIES GROUP, INC. ANNOUNCES KEY EXECUTIVE APPOINTMENTS – Promotions Demonstrate Depth of Leadership Experience – – Appointments Strengthen Executive Team –

EX-99.1 2 d412435dex991.htm EX-99.1 Exhibit 99.1 SHOALS TECHNOLOGIES GROUP, INC. ANNOUNCES KEY EXECUTIVE APPOINTMENTS – Promotions Demonstrate Depth of Leadership Experience – – Appointments Strengthen Executive Team – PORTLAND, TN. – December 13, 2022 (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of system (

December 9, 2022 SC 13D/A

SHLS / Shoals Technologies Group, Inc. Class A / Solon Dean - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and

December 9, 2022 EX-99.4

Shoals Technologies Group, Inc. Lock-Up Agreement December 1, 2022

Exhibit 4 Exhibit 4 Shoals Technologies Group, Inc. Lock-Up Agreement December 1, 2022 J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Group, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands th

December 9, 2022 EX-99.6

Lock-up Agreement dated as of December 1, 2022, entered into by and between J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the Underwriters, and Solon Holdco II, LLC**

Exhibit 6 Exhibit 6 Shoals Technologies Group, Inc. Lock-Up Agreement December 1, 2022 J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Group, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands th

December 9, 2022 EX-99.5

Lock-up Agreement dated as of December 1, 2022, entered into by and between J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the Underwriters, and Solon Holdco I, LLC**

Exhibit 5 Exhibit 5 Shoals Technologies Group, Inc. Lock-Up Agreement December 1, 2022 J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Group, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands th

December 6, 2022 EX-1.1

Underwriting Agreement, dated December 1, 2022, by and among Shoals Technologies Group, Inc., Shoals Parent LLC, the selling stockholders party thereto and J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters.

Exhibit 1.1 Execution Version Shoals Technologies Group, Inc. 26,000,000 Shares of Class A Common Stock Underwriting Agreement December 1, 2022 J.P. Morgan Securities LLC and Guggenheim Securities, LLC As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securitie

December 6, 2022 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation or

December 6, 2022 EX-10.1

Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement of Shoals Parent LLC, dated December 6, 2022

Exhibit 10.1 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SHOALS PARENT LLC This Amendment No. 1 (this ?Amendment?) to the Third Amended and Restated Limited Liability Company Agreement, dated January 29, 2021 (the ?LLC Agreement?), of Shoals Parent LLC, a Delaware limited liability company (the ?Company?), is entered into effective as of December 6, 2022, b

December 5, 2022 EX-FILING FEES

Calculation of Filing Fee Tables Form S-3 (Form Type) SHOALS TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SHOALS TECHNOLOGIES GROUP, INC.

December 5, 2022 424B5

26,000,000 Shares Shoals Technologies Group, Inc. Class A Common Stock

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268610 PROSPECTUS SUPPLEMENT (To Prospectus dated November 30, 2022) 26,000,000 Shares Shoals Technologies Group, Inc. Class A Common Stock We are offering 2,000,000 shares of our Class A common stock. The selling stockholders identified herein are offering 24,000,000 shares of Class A common stock. We will not receive any of

November 30, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 (November 29, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 (November 29, 2022) SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction

November 30, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SHOALS TECHNOLOGIES GROUP, INC.

November 30, 2022 EX-99.1

Shoals Technologies Group, Inc. Announces CEO Succession Plan

Exhibit 99.1 Shoals Technologies Group, Inc. Announces CEO Succession Plan PORTLAND, TN. ? November 30, 2022 (GLOBE NEWSWIRE) ? Shoals Technologies Group, Inc. (?Shoals? or the ?Company?) (Nasdaq: SHLS), a leading provider of electrical balance of system (?EBOS?) solutions for solar, battery storage and electric vehicle charging infrastructure, today announced that its Chief Executive Officer, Jas

November 30, 2022 424B5

SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2022

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-268610 THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BECOME EFFECTIVE BY RULE OF THE SECURITIES AND EXCHANGE COMMISSION. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE NOT AN OFFER TO SELL THESE

November 30, 2022 EX-10.1

Tax Receivable Agreement Amendment, dated as of November 29, 2022, by and among Shoals Technologies Group, Inc. and the other parties thereto

Exhibit 10.1 Execution Version TAX RECEIVABLE AGREEMENT AMENDMENT This TAX RECEIVABLE AGREEMENT AMENDMENT (this ?Amendment?) is entered into as of November 29, 2022, by and among Shoals Technologies Group, Inc., a Delaware corporation (the ?Corporation,? and together with any other members of the U.S. federal income tax affiliated group filing a consolidated federal income tax return with the Corp

November 30, 2022 S-3ASR

As filed with the Securities and Exchange Commission on November 30, 2022

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on November 30, 2022 Registration Statement No.

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technolog

November 14, 2022 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2022 –Reports Record Quarterly Revenue, Gross Profit, Adjusted EBITDA and Adjusted Net Income – –Revenue Grew 52% Year-Over-Year to $90.8 million in the Third Quarter – –Syst

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2022 ?Reports Record Quarterly Revenue, Gross Profit, Adjusted EBITDA and Adjusted Net Income ? ?Revenue Grew 52% Year-Over-Year to $90.8 million in the Third Quarter ? ?System Solutions Revenue Grew 80% Year-Over-Year to $69.5 million, Representing 77% of Revenue in the Third Quarter ? ?Third Quarter Gross Ma

November 14, 2022 EX-10.1

Employment Agreement, effective as of October 3, 2022, by and between Dominic Bardos and Shoals Technologies Group, LLC

EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made and entered into as of 8/11/2022, by and between Shoals Technologies Group, Inc.

November 14, 2022 EX-99.2

Shoals Technologies Group, Inc. 3Q22 Earnings Conference Call Script November 14, 2022

Exhibit 99.2 Shoals Technologies Group, Inc. 3Q22 Earnings Conference Call Script November 14, 2022 Operator Good afternoon, and welcome to Shoals Technologies Group Third Quarter 2022 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, General Counsel for Shoa

November 14, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (Stat

August 16, 2022 EX-99.2

Shoals Technologies Group, Inc. 2Q22 Earnings Conference Call Script August 15, 2022

Exhibit 99.2 Shoals Technologies Group, Inc. 2Q22 Earnings Conference Call Script August 15, 2022 Operator Good afternoon, and welcome to Shoals Technologies Group Second Quarter 2022 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, General Counsel for Shoal

August 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G

August 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State

August 16, 2022 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2022 –Revenue Grew 23% Year-Over-Year to Record $73.5 million in the Second Quarter – –Record Gross Profit of $28.6 million – –Backlog and Awarded Orders Up 63% Year-Over-Ye

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2022 ?Revenue Grew 23% Year-Over-Year to Record $73.5 million in the Second Quarter ? ?Record Gross Profit of $28.6 million ? ?Backlog and Awarded Orders Up 63% Year-Over-Year to a Record $327.2 million ? ?System Solutions Represented 77% of Revenue in the Second Quarter ? ?Reaffirms 2022 Outlook ? PORTLAND,

August 16, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 shls-nt10xqforq222.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39942 SEC FILE NUMBER (Check One): Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-CEN Form N-CSR For Period Ended: June 30, 2022 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition

August 15, 2022 EX-10.1

Employment Agreement, effective as of October 3, 2022, by and between Dominic Bardos and Shoals Technologies Group, LLC

EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made and entered into as of , by and between Shoals Technologies Group, Inc.

August 15, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 11, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State

August 15, 2022 EX-99.1

Shoals Technologies Group Further Strengthens Executive Management Team With Appointment of New Chief Financial Officer –Appoints Dominic Bardos to Chief Financial Officer –

Shoals Technologies Group Further Strengthens Executive Management Team With Appointment of New Chief Financial Officer ?Appoints Dominic Bardos to Chief Financial Officer ? PORTLAND, TN, August 15, 2022 ? Shoals Technologies Group, Inc.

August 15, 2022 EX-99.1

Shoals Technologies Group Announces Appointments of Jeannette Mills and Robert Julian to Board of Directors

Shoals Technologies Group Announces Appointments of Jeannette Mills and Robert Julian to Board of Directors PORTLAND, TN, August 15, 2022 ? Shoals Technologies Group, Inc.

August 15, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 15, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State

June 10, 2022 CORRESP

June 10, 2022

June 10, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Attention: Heather Clark and Jean Yu 100 F Street, NE Washington, D.

May 17, 2022 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2022 – First Quarter Revenue Increased 49% Year-Over-Year to Record $68.0 million – – System Solutions Revenue Grew 40% Year-Over-Year – – Gross Margin Expanded More Than 550

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for First Quarter 2022 ? First Quarter Revenue Increased 49% Year-Over-Year to Record $68.0 million ? ? System Solutions Revenue Grew 40% Year-Over-Year ? ? Gross Margin Expanded More Than 550 bps Sequentially to 38.7% ? ? Backlog and Awarded Orders Up 67% Year-Over-Year to a Record $302.3 million ? ? Reaffirms Low End of Reven

May 17, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 16, 2022 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or

May 17, 2022 EX-99.2

Shoals Technologies Group, Inc. 1Q22 Earnings Conference Call Script May 16, 2022

Exhibit 99.2 Shoals Technologies Group, Inc. 1Q22 Earnings Conference Call Script May 16, 2022 Operator Good afternoon, and welcome to Shoals Technologies Group First Quarter 2022 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, General Counsel for Shoals Te

May 17, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies

May 10, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 5, 2022 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State or o

May 5, 2022 EX-99.1

Shoals Technologies Group, Inc. Increases Revolving Credit Facility to $150 Million

Exhibit 99.1 Shoals Technologies Group, Inc. Increases Revolving Credit Facility to $150 Million PORTLAND, TN. ? May [4], 2022 (GLOBE NEWSWIRE) ? Shoals Technologies Group, Inc. (?Shoals? or the ?Company?) (Nasdaq: SHLS), a leading provider of electrical balance of system (?EBOS?) solutions for solar, battery storage and electric vehicle charging infrastructure, today announced that it has increas

May 5, 2022 EX-10.1

Amendment No. 5 to Credit Agreement, dated as of May 2, 2022, between Shoals Holdings LLC, Shoals Intermediate Holdings LLC, Wilmington Trust, National Association, as Term Loan Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., as Revolving Facility Administrative Agent and each L/C Issuer and lender

Exhibit 10.1 Execution Version Error! Unknown document property name. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 5 AMENDMENT NO. 5, dated as of May 2, 2022 (this ?Amendment?), to the Credit Agreement

May 5, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 2, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State or o

April 8, 2022 EX-99.1

Shoals Technologies Group, Inc. Announces Management Transition and First Quarter Earnings Release Date – Appoints Interim Chief Financial Officer – – First Quarter Earnings Call to be Held May 16, 2022 –

Exhibit 99.1 Shoals Technologies Group, Inc. Announces Management Transition and First Quarter Earnings Release Date ? Appoints Interim Chief Financial Officer ? ? First Quarter Earnings Call to be Held May 16, 2022 ? PORTLAND, TN. ? April 8, 2022 (GLOBE NEWSWIRE) ? Shoals Technologies Group, Inc. (?Shoals? or the ?Company?) (Nasdaq: SHLS), a leading provider of electrical balance of system (?EBOS

April 8, 2022 EX-10.1

Engagement Letter, dated as of April 7, 2022, between Shoals

Exhibit 10.1 April 7, 2022 Mr. Jason Whitaker President & CEO Shoals Technologies Group, Inc. 1400 Shoals Way Portland, TN 37148 Re: Statement of Work ? Related to Agreement of Consulting Services and Terms and Conditions Dated April 7, 2022 Dear Jason: This Statement of Work (?SOW?) for consulting services, along with the letter dated April 7, 2022 and accompanying Terms and Conditions (which are

April 8, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 8, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State or

March 28, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

March 22, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

March 22, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 ny20002113x1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission On

March 11, 2022 EX-99.2

Shoals Technologies Group, Inc. 4Q21 Earnings Conference Call Script March 10, 2022

Exhibit 99.2 Shoals Technologies Group, Inc. 4Q21 Earnings Conference Call Script March 10, 2022 Operator Good afternoon, and welcome to Shoals Technologies Group Fourth Quarter 2021 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Mehgan Peetz, General Counsel for Shoals

March 11, 2022 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2021 – Record Revenue and Gross Profit for Full Year 2021 – – System Solutions Revenue Increased 29% Year-Over-Year in the Fourth Quarter – – Gross Margin of 38.8% for the F

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter 2021 – Record Revenue and Gross Profit for Full Year 2021 – – System Solutions Revenue Increased 29% Year-Over-Year in the Fourth Quarter – – Gross Margin of 38.8% for the Full Year 2021 – – Backlog and Awarded Orders Nearly Doubled Year-Over-Year to a Record $299.0 million – – Revenue Growth Expected to Acce

March 11, 2022 EX-4.1

Description of Registered Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Shoals Technologies Group, Inc. (the ?Company?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our Class A common stock, $0.00001 par value per share. In this Exhibit 4.1, when we refer to ?Shoals Technologies Group, Inc.,?

March 11, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals

March 11, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 10, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State o

March 11, 2022 EX-21.1

List of Subsidiaries of Shoals Technologies Group, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 11, 2022)

Exhibit 21.1 Subsidiaries of the Registrant Active subsidiaries as of December 31, 2021: Company Name Jurisdiction of Organization Shoals Parent LLC DE Shoals Intermediate Holdings LLC DE Shoals Holdings LLC DE Shoals Technologies, LLC AL Shoals Technologies Group, LLC TN Solon, LLC TN Shoals Structures, LLC TN Shoals Connect LLC DE Shoals International LLC DE

February 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2022 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (Stat

February 14, 2022 EX-99

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

February 14, 2022 SC 13G

SHLS / Shoals Technologies Group, Inc. Class A / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group Inc (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 11, 2022 SC 13G

SHLS / Shoals Technologies Group, Inc. Class A / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

February 10, 2022 SC 13G

SHLS / Shoals Technologies Group, Inc. Class A / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Shoals Technologies Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 82489W107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??

February 10, 2022 SC 13G

SHLS / Shoals Technologies Group, Inc. Class A / Clearbridge Investments, LLC Passive Investment

CUSIP NO. 82489W107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock, $0.00001 Par Value (Title of Class of Securities) 82489W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement)

November 10, 2021 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2021 – Revenue Increased 14% Year-Over-Year to a Record $59.8 million – – System Solutions Revenue Increased 5% Year-Over-Year to $38.6 million – – Gross Margin of 36.4% refl

EX-99.1 2 exhibit991pressrelease2021.htm EX-99.1 Shoals Technologies Group, Inc. Reports Financial Results for Third Quarter 2021 – Revenue Increased 14% Year-Over-Year to a Record $59.8 million – – System Solutions Revenue Increased 5% Year-Over-Year to $38.6 million – – Gross Margin of 36.4% reflecting higher mix of Components sales and Acquisition Impacts– – Backlog and Awarded Orders Up 101% Y

November 10, 2021 EX-10.1

Amendment No. 3 to Credit Agreement, dated as of November 10, 2022, between Shoals Holdings LLC, Shoals Intermediate Holdings LLC, Wilmington Trust, National Association, as Term Loan Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A.

EX-10.1 2 exhibit101thirdamendmentto.htm EX-10.1 Execution Version AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of August 26, 2021 (this “Amendment”), to the Credit Agreement, dated as of November 25, 2020, by and among Shoals Holdings LLC, a Delaware limited liability company (the “Company”), Shoals Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Wilmington Trust, Natio

November 10, 2021 EX-99.2

Shoals Technologies Group, Inc. 3Q21 Earnings Conference Call Script November 9, 2021

EX-99.2 3 exhibit992earningsreleaset.htm EX-99.2 Shoals Technologies Group, Inc. 3Q21 Earnings Conference Call Script November 9, 2021 Operator Good afternoon, and welcome to Shoals Technologies Group Third Quarter 2021 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A. At this time, I would like to turn the conference over to Meh

November 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 —————————— FORM 8-K —————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2021 —————————— Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) —————————— Delaware 001-39942 85-3774438 (State

November 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technolog

August 11, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies G

August 11, 2021 EX-99.1

Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2021 – Reports Record Second Quarter Revenue Increased 38% Year-Over-Year to $59.7 million – – System Solutions Revenue Increased 62% to $51.2 million – – Second Quarter Gro

Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Second Quarter 2021 ? Reports Record Second Quarter Revenue Increased 38% Year-Over-Year to $59.7 million ? ? System Solutions Revenue Increased 62% to $51.2 million ? ? Second Quarter Gross Profit Margin Expands More Than 500 bps Year-Over-Year ? ? Backlog and Awarded Orders at June 30, 2021 Up 63% Versus Last Year ? ? Rea

August 11, 2021 EX-99.2

Shoals Technologies Group, Inc. Q2 2021 Earnings Conference Call Script August 10, 2021

EX-99.2 3 exhibit992earningsreleaset.htm EX-99.2 Exhibit 99.2 Shoals Technologies Group, Inc. Q2 2021 Earnings Conference Call Script August 10, 2021 Operator ————————————————————————————————————————————————— Good afternoon, and welcome to Shoals Technologies Group Second Quarter 2021 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and

August 11, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ?????????? FORM 8-K ?????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2021 ?????????? Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) ?????????? Delaware 001-39942 85-3774438 (State

July 27, 2021 SC 13D/A

SHLS / Shoals Technologies Group, Inc. Class A / Solon Dean - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and Telephone

July 21, 2021 SC 13D/A

SHLS / Shoals Technologies Group, Inc. Class A / Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group Holdings GP, LLC 333 South G

July 21, 2021 EX-99.9

Lock-up Agreement, dated as July 14, 2021, entered into by and between Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters for the Follow-on Offering, and Solon Holdco I, GP.**

EX-99.9 3 d154221dex999.htm EX-99.9 Exhibit 9 Shoals Technologies Group, Inc. Lock-Up Agreement July 14, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York

July 21, 2021 SC 13D/A

SHLS / Shoals Technologies Group, Inc. Class A / Solon Dean - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and Telephone

July 21, 2021 EX-99.8

Lock-up Agreement, dated as July 14, 2021, entered into by and between Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters for the Follow-on Offering, and Dean Solon.**

EX-99.8 2 d154221dex998.htm EX-99.8 Exhibit 8 Shoals Technologies Group, Inc. Lock-Up Agreement July 14, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York

July 21, 2021 EX-99.10

Lock-up Agreement, dated as July 14, 2021, entered into by and between Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters for the Follow-on Offering, and Solon Holdco II, GP.**

Exhibit 10 Shoals Technologies Group, Inc. Lock-Up Agreement July 14, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Grou

July 21, 2021 EX-99.5

Lock-up Agreement, dated as July 14, 2021, entered into by and between Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Guggenheim Securities, LLC, as representatives of the several underwriters for the Follow-on Offering, and Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P.**

Exhibit 5 Shoals Technologies Group, Inc. Lock-Up Agreement July 14, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Guggenheim Securities, LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Guggenheim Securities, LLC 330 Madison Avenue, New York, New York 10017 Re: Shoals Technologies Group

July 19, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d139749d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2021 SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdictio

July 19, 2021 EX-99.1

Shoals Technologies Group, Inc. Announces Changes to its Board of Directors

EX-99.1 2 d139749dex991.htm EX-99.1 Exhibit 99.1 Shoals Technologies Group, Inc. Announces Changes to its Board of Directors PORTLAND, TN, July 19, 2021 – Shoals Technologies Group, Inc. (“Shoals” or the “Company”) (Nasdaq: SHLS), a leading provider of electrical balance of systems (“EBOS”) solutions for solar, storage, and electric vehicle charging infrastructure, today announced the resignation

July 16, 2021 424B4

13,384,155 Shares Shoals Technologies Group, Inc. Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-257856 13,384,155 Shares Shoals Technologies Group, Inc. Class A Common Stock We are offering 8,394,463 shares of Class A common stock. The selling stockholders are offering 4,989,692 shares of Class A common stock. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Our Class A common

July 13, 2021 EX-99.1

Shoals Technologies Group, Inc. Announces Launch of Offering of 13,384,155 Shares of Class A Common Stock

EX-99.1 2 d199175dex991.htm EX-99.1 Exhibit 99.1 Shoals Technologies Group, Inc. Announces Launch of Offering of 13,384,155 Shares of Class A Common Stock PORTLAND, TN – 12 July 2021 – (GLOBE NEWSWIRE) – Shoals Technologies Group, Inc. (Nasdaq: SHLS) (the “Company”) today announced the launch of an underwritten public offering of an aggregate of 13,384,155 shares of the Company’s Class A common st

July 13, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2021 SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation or org

July 12, 2021 EX-1.1

Form of Underwriting Agreement

EX-1.1 2 d138534dex11.htm EX-1.1 Exhibit 1.1 Shoals Technologies Group, Inc. [ ] Shares of Class A Common Stock Underwriting Agreement [ ], 2021 Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 3

July 12, 2021 CORRESP

Shoals Technologies Group, Inc. 1400 Shoals Way Portland, Tennessee 37148 July 12, 2021

Shoals Technologies Group, Inc. 1400 Shoals Way Portland, Tennessee 37148 July 12, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Anne McConnell Re: Shoals Technologies Group, Inc. Registration Statement on Form S-1 Filed July 12, 2021 File No. 333-257856 Ladies and Gentlemen: Shoals Technologies Group, Inc. (t

July 12, 2021 S-1

As filed with the Securities and Exchange Commission on July 12, 2021.

Table of Contents As filed with the Securities and Exchange Commission on July 12, 2021.

July 12, 2021 CORRESP

[Signature Page to Underwriters’ Acceleration Request]

Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Anne McConnell July 12, 2021 Re: Shoals Technologies Group, Inc. Registration Statement on Form S-1 Registration File No. 333-257856 Ladies and

May 4, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals Technologies

March 19, 2021 DRS

As confidentially submitted to the Securities and Exchange Commission on March 19, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 19, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEM

March 16, 2021 EX-4.1

Description of Registered Securities

EX-4.1 2 exhibit41202010-k.htm EX-4.1 Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Shoals Technologies Group, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our Class A common stock, $0.00001 par value per share. In this Exhibit 4.1, when we refer

March 16, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 15, 2021 Shoals Technologies Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39942 85-3774438 (State or other jurisdiction of incorporation or org

March 16, 2021 EX-99.1

– Reports Record Revenue and Earnings for 2020 – – Fourth Quarter Gross Margin Expands More Than 530 bps Year-Over-Year – – Backlog at December 31, 2020 up 46% Versus Last Year – – Provides 2021 Outlook for Continued Strong Growth –

EX-99.1 2 exhibit991pressrelease0320.htm EX-99.1 Exhibit 99.1 Shoals Technologies Group, Inc. Reports Financial Results for Fourth Quarter and Full-Year 2020 03/15/2021 – Reports Record Revenue and Earnings for 2020 – – Fourth Quarter Gross Margin Expands More Than 530 bps Year-Over-Year – – Backlog at December 31, 2020 up 46% Versus Last Year – – Provides 2021 Outlook for Continued Strong Growth

March 16, 2021 EX-99.2

Shoals Technologies Group, Inc. 4Q20 Earnings Conference Call Script March 15, 2021

EX-99.2 3 exhibit992earningsreleaset.htm EX-99.2 Exhibit 99.2 Shoals Technologies Group, Inc. 4Q20 Earnings Conference Call Script March 15, 2021 Operator ———————————————————————————————————————————————— Good afternoon, and welcome to Shoals Technologies Group Fourth Quarter 2020 Earnings Conference Call. Today's call is being recorded, and we have allocated one hour for prepared remarks and Q&A.

March 16, 2021 EX-21.1

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Active subsidiaries as of December 31, 2020: Company Name Jurisdiction of Organization Shoals Parent LLC DE Shoals Intermediate Holdings LLC DE Shoals Holdings LLC DE Shoals Technologies, LLC AL Shoals Technologies Group, LLC TN Solon, LLC TN Shoals Structures, LLC TN

March 16, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39942 Shoals

February 5, 2021 EX-99.1

Joint Filing Agreement, dated February 5, 2021

EX-99.1 2 d111548dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing

February 5, 2021 EX-99.1

Joint Filing Agreement, dated February 5, 2021

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned

February 5, 2021 EX-99.6

Lock-up Agreement, dated as of January 26, 2021, entered into by and between Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters for the IPO, and Solon Holdco II, GP.

EX-99.6 5 d111898dex996.htm EX-99.6 Exhibit 6 Shoals Technologies Group, Inc. Lock-Up Agreement January 26, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned u

February 5, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP Number) David C

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) David Cox Legal Representative 150 Third Avenue South, Suite 2800 Nashville, TN 37201 (615) 742-6299 (Name, Address and Telephone Number of

February 5, 2021 EX-99.4

Lock-up Agreement, dated as of January 26, 2021, entered into by and between Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters for the IPO, and Dean Solon.

EX-99.4 3 d111898dex994.htm EX-99.4 Exhibit 4 Shoals Technologies Group, Inc. Lock-Up Agreement January 26, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned u

February 5, 2021 EX-99.5

Lock-up Agreement, dated as of January 26, 2021, entered into by and between Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters for the IPO, and Solon Holdco I, GP.

EX-99.5 4 d111898dex995.htm EX-99.5 Exhibit 5 Shoals Technologies Group, Inc. Lock-Up Agreement January 26, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Re: Shoals Technologies Group, Inc.—Lock-Up Agreement Ladies and Gentlemen: The undersigned u

February 5, 2021 EX-99.4

Lock-up Agreement, dated as of January 26, 2021, entered into by and between Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters for the IPO, and Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P.

EX-99.4 Exhibit 4 Shoals Technologies Group, Inc. Lock-Up Agreement January 26, 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282-2198 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Re: Shoals Technologies Group, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as re

February 5, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) (CUSIP Number) Todd E.

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Shoals Technologies Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 82489W107 (CUSIP Number) Todd E. Molz General Counsel, Chief Administrative Officer & Managing Director Oaktree Capital Group Holdings GP, LLC 333 South Grand Avenue

January 29, 2021 EX-99.2

Shoals Technologies Group, Inc. Announces Closing of Initial Public Offering

EX-99.2 Exhibit 99.2 Shoals Technologies Group, Inc. Announces Closing of Initial Public Offering PORTLAND, TN, January 29, 2021 (GLOBAL NEWSWIRE) – Shoals Technologies Group, Inc. (the “Company”) today announced the closing of its upsized initial public offering of 88,550,000 shares of Class A common stock. The offering consisted of 11,550,000 shares of Class A common stock issued and sold by the

January 29, 2021 EX-99.1

SHOALS TECHNOLOGIES GROUP, INC. ANNOUNCES PRICING OF UPSIZED INITIAL PUBLIC OFFERING

EX-99.1 Exhibit 99.1 SHOALS TECHNOLOGIES GROUP, INC. ANNOUNCES PRICING OF UPSIZED INITIAL PUBLIC OFFERING PORTLAND, TN, January 26, 2021 (GLOBAL NEWSWIRE) – Shoals Technologies Group, Inc. (the “Company”) today announced the pricing of its upsized initial public offering of 77,000,000 shares of its Class A common stock at a price to the public of $25.00 per share. The offering consists of 9,000,00

January 29, 2021 EX-3.2

Amended and Restated Bylaws of Shoals Technologies Group, Inc., dated January 28, 2021

EX-3.2 3 d78730dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SHOALS TECHNOLOGIES GROUP, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Shoals Technologies Group, Inc. (the “Company”) in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Company’s registered a

January 29, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of Shoals Technologies Group, Inc., dated January 28, 2021

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOALS TECHNOLOGIES GROUP, INC. Shoals Technologies Group, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows: 1. The original Certificate of Incorporation of the Company was filed with the office of the Secretary of Sta

January 29, 2021 EX-10.3

Form of RSU Grant Notice and Award Agreement (Directors)

Exhibit 10.3 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Partici

January 29, 2021 EX-10.1

Tax Receivable Agreement, dated as of January 29, 2021 by and among Shoals Technologies Group, Inc., Shoals Parent LLC and the other parties thereto

Exhibit 10.1 TAX RECEIVABLE AGREEMENT by and among SHOALS TECHNOLOGIES GROUP, INC., CERTAIN OTHER PERSONS NAMED HEREIN, and THE AGENT DATED AS OF JANUARY 29, 2021 TABLE OF CONTENTS Page RECITALS 1 ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitional and Interpretative Provisions 10 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS 10 Section 2.1 Exchange Schedul

January 29, 2021 EX-10.2

Stockholders’ Agreement, dated as of January 29, 2021 by and among Shoals Technologies Group, Inc., Oaktree Power Opportunities Fund IV (Delaware) Holdings, LP, Solon Holdco I, GP, Solon Holdco II, GP, Dean Solon and Shoals Management Holdings LLC

EX-10.2 6 d78730dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION SHOALS TECHNOLOGIES GROUP, INC. STOCKHOLDERS AGREEMENT Dated January 29, 2021 TABLE OF CONTENTS Page 1. Definitions 2 2. Board 4 (a) Nomination of Directors 4 (b) Vacancies of Directors 5 (c) Nomination of Slate 5 (d) Voting at Meetings of Stockholders 5 (e) Committees 5 (f) Reimbursement of Expenses 6 (g) No Liability for Election

January 29, 2021 EX-10.3

Third Amended and Restated Limited Liability Company Agreement, dated as of January 29, 2021, by and among Shoals Parent LLC, Dean Solon and Shoals Management Holdings LLC

Exhibit 10.3 SHOALS PARENT LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 29, 2021 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY

January 29, 2021 EX-4.1

Registration Rights Agreement, dated January 29, 2021 by and among Shoals Technologies Group, Inc. and certain holders identified therein

EX-4.1 4 d78730dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION SHOALS TECHNOLOGIES GROUP, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 29, 2021 among Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively,

January 29, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on January 29, 2021 Registration No.

January 29, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 29, 2021 (January 26, 2021) SHOALS TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39942 85-3774438 (State or other jurisdictio

January 29, 2021 EX-10.2

Form of RSU Grant Notice and Award Agreement (Employees)

EX-10.2 Exhibit 10.2 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan, as amended from time to time (the “Plan”), Shoals Technologies Group, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the

January 29, 2021 EX-10.1

Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan

Exhibit 10.1 SHOALS TECHNOLOGIES GROUP, INC. 2021 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Shoals Technologies Group, Inc. 2021 Long-Term Incentive Plan is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such indivi

January 28, 2021 424B4

77,000,000 Shares Shoals Technologies Group, Inc. Class A Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-251830 77,000,000 Shares Shoals Technologies Group, Inc. Class A Common Stock This is an initial public offering of shares of Class A common stock of Shoals Technologies Group, Inc. We are offering 9,000,000 shares of Class A common stock. The selling stockholder is offering 68,000,000 shares of Class A common stock. We

January 26, 2021 8-A12B

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SHOALS TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 85-3774438 (State of incorporation or organization) (I.R.S. Employer Identification No.) 140

January 26, 2021 S-1MEF

- S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on January 26, 2021 No.

January 25, 2021 EX-10.11

Employment Agreement, effective as of December 31, 2020, by and between Mehgan Peetz and Shoals Technologies Group, LLC

EX-10.11 5 d801436dex1011.htm EX-10.11 Exhibit 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Shoals Technologies Group, LLC, a Tennessee limited liability company (the “Company”), and Mehgan Peetz (“Employee”) effective as of December 31, 2020 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in Section 4),

January 25, 2021 EX-10.10

Employment Agreement, effective as of December 18, 2020, by and between Philip Garton and Shoals Technologies Group, LLC

EX-10.10 4 d801436dex1010.htm EX-10.10 Exhibit 10.10 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Shoals Technologies Group, LLC, a Tennessee limited liability company (the “Company”), and Dr. Philip Garton (“Employee”) effective as of December 18, 2020 (the “Effective Date”). 1. Employment. During the Employment Period (as

January 25, 2021 S-1/A

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 25, 2021.

January 25, 2021 EX-10.9

Employment Agreement, effective as of December 18, 2020, by and between Jason Whitaker and Shoals Technologies Group, LLC

EX-10.9 3 d801436dex109.htm EX-10.9 Exhibit 10.9 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Shoals Technologies Group, LLC, a Tennessee limited liability company (the “Company”), and Jason Whitaker (“Employee”) effective as of December 18, 2020 (the “Effective Date”). 1. Employment. During the Employment Period (as defined

January 22, 2021 CORRESP

-

Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Erin Purnell and Jay Ingram Re: Shoals Technologies Group, Inc. Registration Statement on Form S-1 Registration File No. 333-251830 January 22,

January 22, 2021 CORRESP

-

Shoals Technologies Group, Inc. 1400 Shoals Way Portland, Tennessee 37148 January 22, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin M. Purnell and Jay Ingram Re: Shoals Technologies Group, Inc. Registration Statement on Form S-1 Filed December 30, 2020 File No. 333-251830 Ladies and Gentlemen: Shoals Tech

January 19, 2021 EX-3.1

Form of Amended and Restated Certificate of Incorporation

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SHOALS TECHNOLOGIES GROUP, INC. Shoals Technologies Group, Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows: 1. The original Certificate of Incorporation of the Company was filed with the office of the Secretary of Sta

January 19, 2021 EX-3.2

Form of Amended and Restated Bylaws

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SHOALS TECHNOLOGIES GROUP, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Shoals Technologies Group, Inc. (the “Company”) in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Company’s registered agent at such address is Corporat

January 19, 2021 S-1/A

Power of Attorney (included in signature page)

S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 19, 2021.

January 14, 2021 CORRESP

-

Joshua Korff, P.C. To Call Writer Directly: +1 212 446 4943 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 January 14, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Erin M. Purnell and Jay Ingram Re: Shoals Technologies

January 14, 2021 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 Shoals Technologies Group, Inc. [•] Shares of Class A Common Stock Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New Y

January 14, 2021 S-1/A

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 14, 2021.

January 14, 2021 EX-99.7

Consent of Peter Wilver to be named as a director nominee

EX-99.7 7 d801436dex997.htm EX-99.7 Exhibit 99.7 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to

January 14, 2021 EX-10.6

Form of Third Amended and Restated Limited Liability Company Agreement of Shoals Parent LLC

Exhibit 10.6 SHOALS PARENT LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January [●], 2021 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILIT

December 30, 2020 CORRESP

-

CORRESP 1 filename1.htm 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com December 30, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Edward M. Kelly and Erin M. Purnell Re: Shoals Technologies Group, Inc. Draft Registration Statement on Form S-1 Submitted December 11, 2020 CI

December 30, 2020 EX-21.1

List of Subsidiaries of the Registrant

EX-21.1 10 d801436dex211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries of the Registrant The following sets forth a simplified list of our corporate structure as of September 30, 2020, giving effect to the consummation of this offering. 1. Shoals Parent LLC 2. Shoals Intermediate Holdings LLC 3. Shoals Holdings LLC 4. Shoals Technologies, LLC 5. Shoals Technologies Group, LLC 6. Solon, LLC 7. Shoa

December 30, 2020 EX-99.6

Consent of Dean Solon to be named as a director nominee

EX-99.6 19 d801436dex996.htm EX-99.6 Exhibit 99.6 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant t

December 30, 2020 EX-99.2

Consent of Brad Forth to be named as a director nominee

EX-99.2 Exhibit 99.2 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities

December 30, 2020 EX-99.3

Consent of Peter Jonna to be named as a director nominee

EX-99.3 16 d801436dex993.htm EX-99.3 Exhibit 99.3 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant t

December 30, 2020 EX-99.1

Consent of Frank Cannova to be named as a director nominee

EX-99.1 14 d801436dex991.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant t

December 30, 2020 EX-10.7

Form of Stockholders Agreement

EX-10.7 8 d801436dex107.htm EX-10.7 Exhibit 10.7 SHOALS TECHNOLOGIES GROUP, INC. STOCKHOLDERS AGREEMENT Dated January [], 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Board 4 (a) Nomination of Directors 4 (b) Vacancies of Directors 5 (c) Nomination of Slate 5 (d) Voting at Meetings of Stockholders 5 (e) Committees 5 (f) Reimbursement of Expenses 6 (g) No Liability for Election of Recommended Di

December 30, 2020 EX-10.8

Employment Agreement, effective as of December 18, 2020, by and between Dean Solon and Shoals Technologies Group, LLC

EX-10.8 9 d801436dex108.htm EX-10.8 Exhibit 10.8 EXECUTION VERSION EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Shoals Technologies Group, LLC, a Tennessee limited liability company (the “Company”), and Dean Solon (“Employee”) effective as of December 18, 2020 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in

December 30, 2020 EX-10.1

Amendment No. 2, dated as of December 30, 2020, to the Credit Agreement, dated as of November 25, 2020, by and among Shoals Holdings LLC, Shoals Intermediate Holdings LLC, Wilmington Trust, National Association, as administrative agent and collateral agent, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A. and Guggenheim Securities, LLC, as lead arrangers and bookrunners

EX-10.1 Exhibit 10.1 Execution Version [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of December 30, 2020 (this “Amendment”), to the Credit Agreement dated as of November 25,

December 30, 2020 EX-99.4

Consent of Jason Lee to be named as a director nominee

EX-99.4 Exhibit 99.4 Consent of Director Nominee Shoal Technologies Group, Inc. is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of shares of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities

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